AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.12

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November __, 2008, by and between MEDIALINK WORLDWIDE INCORPORATED, a Delaware corporation with offices at 708 Third Avenue, New York, New York 10017 (the “Corporation”), and Kenneth G. Torosian, an individual residing at 420 Bellwood Avenue, Sleepy Hollow, NY 10591 (the “Employee”).

WITNESSETH:

WHEREAS, the Corporation desires to continue to retain the services of the Employee upon the terms and conditions hereinafter set forth; and

WHEREAS, the Corporation and Employee are parties to that certain employment agreement dated July 11, 2005 (the “Original Employment Agreement”);

WHEREAS, the parties desire to amend and restate the Original Employment Agreement in its entirety in accordance with the resolutions adopted by the Corporation’s Compensation Committee on April 10, 2007 and November 16, 2007;

WHEREAS, the Employee desires to render services to the Corporation upon the terms and conditions hereinafter set forth.

NOW, WHEREFORE, the parties mutually agree as follows:

Section 2.   Duties . The Employee shall be employed by the Corporation as the Corporation’s Chief Financial Officer. The Employee shall properly perform such duties as may be assigned to him from time to time by the Corporation’s Chief Executive Officer or the Board of Directors of the Corporation as the case may be. During the term of this Agreement, the Employee shall devote all of his available business time to the performance of his duties hereunder.

Section 3.   Term of Employment . The term of the Employee’s employment shall continue as of the date hereof and shall continue until terminated pursuant to Section 5.

Section 4.   Compensation of Employee.

4.1.   Compensation . As of July 11, 2008 (the “Effective Date”), the Corporation shall pay to the Employee as annual compensation for his services hereunder a salary (“Salary”) in an amount equal to Three Hundred and Fifty Thousand ($350,000) Dollars. The Salary shall be reviewed every July 11 for merit increases and shall in all events be increased on each July 11 by the percentage increase, if any, in the Consumer Price Index, as defined herein, for the most recent calendar month for which the Consumer Price Index has been published over the Consumer Price Index for the same calendar month in the immediately preceding year. As used herein, the “Consumer Price Index” shall mean the Consumer Price Index for All Urban Consumers, New York - Northeastern New Jersey area (1982-84=100) issued by the Bureau of Labor Statistics of the United States Department of Labor; provided that in the event the Consumer Price Index shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the salary increase shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics. The Salary shall be payable semi-monthly less such deductions as shall be required to be withheld by applicable law and regulations.

4.2.   Expenses . The Corporation shall pay or reimburse the Employee for all reasonable and necessary business, travel or other expenses incurred by him with the prior consent of the Corporation, upon proper documentation thereof, which may be incurred by him in connection with the rendition of the services contemplated hereunder.

4.3.   Benefits . During the term of this Agreement, the Employee shall be entitled to participate in such pension, profit sharing, group insurance, option plans, hospitalization, group health benefit plans and all other benefits and plans as the Corporation provides to its employees.

4.4.   Discretionary Payments . Nothing herein shall preclude the Corporation from paying the Employee such additional bonuses or other compensation, as the Board of Directors, in its discretion, may authorize from time to time.

4.5.   Stock Options . Upon the death or Disability, as hereinafter defined, of the Employee or in the event the Employee is terminated without cause, as hereinafter defined, or as a result of a Change in Control, as hereinafter defined, all stock options granted to the Employee, under the Corporation’s Amended and Restated Stock Option Plan, including non-vested options, shall automatically become vested and immediately exercisable.

4.6   Bonus . For calendar year 2008 and each calendar year thereafter, the Employee shall be eligible to receive a bonus equal to at least forty percent (40%) of his base salary, with forty percent (40%) of such bonus based on the Corporation’s financial performance and sixty percent (60%) of such bonus based on the Employee’s performance with respect to certain personal objectives, each to be agreed upon by the Corporation and Employee and set forth on Exhibit A to this Agreement, as such Exhibit A is amended from time to time. Further, the Employee may be entitled to an additional bonus based on the satisfaction of certain objective criteria as set forth on Exhibit B to this Agreement, as may be amended from time to time. The Corporation’s Chairman and Compensation Committee shall determine, using commercially reasonable standards, whether Employee has earned the bonuses set forth herein based on their relative criteria. Unless noted otherwise, any bonus, to the extent earned, shall be payable within 120 days of the end of the calendar year to which such bonus relates.

Section 5.   Termination .

5.1.   Termination of Employment . This Agreement shall terminate upon the death, Disability, as hereinafter defined, termination of employment of the Employee For Cause, as hereinafter defined, termination of the employment of Employee without cause or because Employee voluntarily leaves his employment hereunder.

5.2.   Termination For Cause/Voluntary Departure . In the event of a termination For Cause or because Employee voluntarily leaves his employment hereunder, the Corporation shall pay Employee all accrued and unpaid Salary and vacation through the date of termination. The Corporation shall have no further obligation to the Employee hereunder.

5.3.   Termination Without Cause . In the event of a termination without cause, the Employee shall be entitled to continue to participate in the hospitalization, group health benefit and disability plans of the Corporation on the same terms and conditions as immediately prior to his termination and shall receive his Salary for a period equal to twelve (12) months.

5.4.   Termination Upon Death . In the event of a termination upon the death of Employee, the Corporation shall pay to any person designated by the Employee, in writing or, if no such person is designated, to his estate, the Salary which would otherwise be payable to the Employee for a period of six (6) months from the date of such death. In the event of a termination upon the death of Employee, the Corporation shall pay for a period of six (6) months after such death, on behalf of the Employee’s surviving dependents, the COBRA insurance premiums of such dependents.

5.5.   Termination Upon Disability . In the event of a termination upon the Disability of Employee, the Corporation shall pay to the Employee or any person designated by the Employee during the first three months immediately after the termination of employment due to such Disability, the Salary which would otherwise be payable to the Employee. In addition, the Corporation shall pay the COBRA insurance premiums of the Employee and his dependents for six (6) months from the date of Disability. The Employee hereby acknowledges that payments pursuant to this Section 5.5 are in lieu of the Employee’s receipt of funds under the Corporation’s Salary Continuation Plan and that Employee hereby agrees to assign to the Corporation any benefits that he/she may be entitled to under any disability insurance plans of the Corporation.

5.6.   Definition of “For Cause” . As used herein, the term “For Cause” means (i) the Employee's indictment, plea or conviction of any criminal violation involving dishonesty, fraud, breach of trust or any other crime involving moral turpitude which constitutes a felony, whether or not involving the Corporation; (ii) the Employee's willful engagement in gross misconduct in the performance of his duties that materially injures the Corporation; (iii) the Employee's gross neglect of his duties under this Agreement; (iv) the Employee's violation of Sections 9 or 10 of this Agreement; (v) Employee’s habitual drunkenness or habitual use of illegal substances; (vi) behavior by the Employee which is detrimental to the Corporation's reputation; (vii) the Employee's willful and continuous failure to substantially perform his duties under this Agreement, including but not limited to failure resulting from gross insubordination; or (viii) the Employee’s willful actions or willful omissions which cause the Corporation’s securities filings to be inaccurate, false or misleading. A termination of Employee pursuant to subparagraph (vii) shall occur only after the Board provides written notice to the Employee of his failure and 10 calendar days’ opportunity to cure such failure. An act of the Employee will not be deemed "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that the act or omission was in the Corporation's best interests.

Section 6.   Disability

6.2.   Payment During Disability . In the event the Employee is unable to perform his duties hereunder by reason of a disability, which disability does not constitute a Disability, the Corporation shall continue to pay the Employee his Salary and benefits during the continuance of such disability. The Employee hereby acknowledges that payments pursuant to this Section 6.2 are in lieu of the Employee’s receipt of funds under the Corporation’s Salary Continuation Plan and that Employee hereby agrees to assign to the Corporation any benefits that he may be entitled to under any disability insurance plans of the Corporation.

Section 7.   Vacations and Personal Days . For calendar year 2008 and for future years, the Employee shall be entitled to the greater of four (4) weeks, or the Employee’s entitlement under the Corporation’s vacation policy. In addition, the Employee shall be entitled to personal days in accordance with the Corporation’s policy. The Employee’s Salary shall be paid in full during his vacation and personal days. The Employee shall take his vacation at such time or times as the Employee and the Corporation shall determine is mutually convenient.

Section 8.   Change in Control .

8.1.   Change in Control Defined. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events;

(a)   Acquisition of Stock by Third Party. Any Person (as hereinafter defined) is or becomes the Beneficial Owner (as hereinafter defined), directly or indirectly, of securities of the Corporation representing fifty (50%) percent or more of the combined voting power of the Corporation’s then outstanding securities.

(b)   Change in Board of Directors. The date when Continuing Directors cease to be a majority of the Directors then in office;

(c)   Corporate Transactions. The effective date of a merger or consolidation of the Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(d)   Liquidation. The approval by the shareholders of the Corporation of a complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; and

(e)   Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Corporation is then subject to such reporting requirement.

(a)   The Corporation will provide or cause to be provided to Employee the rights and benefits described in Section 8.3 if, within twelve (12) months following a Change in Control, the Corporation terminates the Employee’s employment for reasons other than as a result of Employee’s death, Disability or For Cause, and following such termination, Employee, at the Corporation’s request, shall provide a maximum of 50 hours of post-termination services for tax return preparation and filing and other administrative matters.

(b)   The Corporation will provide or cause to be provided to Employee the rights and benefits described in Section 8.3 if, withi